Agrium Says No Reason to Compromise for Jana Partners

Jan. 28 (Bloomberg) -- Agrium Inc. Chief Executive Officer
Mike Wilson said there is no reason for his company to
compromise with activist shareholder Jana Partners LLC’s demands
for change at the largest retailer of fertilizer and seeds to
U.S. farmers.

Jana is seeking to replace five of Agrium’s directors with
its own board nominees and has proposed that the Calgary-based
company spin off its retail business to boost profitability. The
New York-based hedge fund is Agrium’s largest shareholder,
according to data compiled by Bloomberg.

“The bottom line is their arguments are flawed -- our
retail is a fantastic operating business, our growth is great
and our integrated strategy is paying off,” Wilson said today
from New York in a phone interview with reporters. “So why
would you compromise when their position is so flawed?”

Jana’s plans are unnecessary, Wilson said. The hedge fund’s
proposals would cause “huge value destruction,” Wilson said in
a presentation in New York to analysts.

In a statement today, Jana Managing Partner Barry
Rosenstein said Agrium failed to address Jana’s concerns about
“a lack of relevant board experience and the need for an
enhanced shareholder perspective.”

Jana’s nominees to Agrium’s board include Rosenstein, David
Bullock, a former chief financial officer of Graham Packaging
Inc., and Stephen Clark, the former chief executive officer of
German chemicals distributor Brenntag AG, according to the
statement. The other two nominees are Mitchell Jacobson,
chairman of MSC Industrial Direct Co., and Lyle Vanclief, a
former Canadian minister of agriculture.

Agrium fell 1.1 percent to C$114.15 at the close in
Toronto. The shares have risen 42 percent in the last year.